SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ATALANTA/SOSNOFF CAPITAL CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
ATALANTA ACQUISITION COMPANY
MARTIN T. SOSNOFF
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
046499109
(CUSIP NUMBER OF CLASS OF SECURITIES)
MARTIN T. SOSNOFF
C/O ATALANTA ACQUISITION COMPANY
101 PARK AVENUE
NEW YORK, NY 10178
(212) 867-5000
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF
PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
RALPH ARDITI, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
CALCULATION OF FILING FEE
- -------------------------------------- ---------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- -------------------------------------- ---------------------------------------
$22,688,574 $1,836
- -------------------------------------- ---------------------------------------
* Estimated for purposes of calculating the filing fee only. This
calculation assumes the purchase of 1,548,715 shares of common stock of
Atalanta/Sosnoff Capital Corporation at the offer price of $13.95 per
share. The transaction value also includes the offer price of $13.95
less $8.53, which is the weighted average exercise price of outstanding
options as of June 12, 2003, multiplied by the 200,000 options
outstanding on such date.
** The amount of the filing fee, calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee Advisory
#6 for Fiscal year 2003 issued
Page 1 of 9
by the Securities and Exchange Commission, equals 0.008090 times the
transaction valuation.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
- --------- ----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin T. Sosnoff
- --------- ----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------- ----------------------------------------------------------------------
3. SEC USE ONLY
- --------- ----------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, BK, PF
- --------- ----------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------- ----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------- ----------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED
NUMBER OF BY EACH REPORTING PERSON WITH SOLE
SHARES VOTING POWER
BENEFICIALLY
OWNED BY 6,822,100
EACH -------------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 821,008
-------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
6,822,100
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
821,008
- --------- ----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,465,208
- --------- ----------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
- --------- ----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.2%
- --------- ----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atalanta Acquisition Company
- --------- ----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------- ----------------------------------------------------------------------
3. SEC USE ONLY
- --------- ----------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, BK, PF
- --------- ----------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------- ----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------- ------- ---------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED
NUMBER OF BY EACH REPORTING PERSON WITH SOLE
SHARES VOTING POWER
BENEFICIALLY
OWNED BY 6,822,100
EACH ----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 821,008
----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
6,822,100
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
821,008
- --------- ----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,465,208
- --------- ----------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
- --------- ----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.2%
- --------- ----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------- ----------------------------------------------------------------------
This Tender Offer Statement and Schedule 13E-3 Transaction Statement on
Schedule TO (the "Schedule TO") is being filed by Atalanta Acquisition Company,
a Delaware corporation ("Purchaser") and Martin T. Sosnoff. This Schedule TO
relates to the offer by Purchaser to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Atalanta/Sosnoff
Capital Corporation, a Delaware corporation, at $13.95 per share, net to the
seller in cash (the "Offer Price"), without interest thereon and less any
required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated June 13, 2003 (the "Offer to Purchase"),
and in the related Letter of Transmittal, copies of which are filed with this
Schedule TO as Exhibits (a)(1)(ii) and (a)(1)(iii), respectively (which
together, as they may be amended or supplemented from time to time, constitute
the "Offer").
The information set forth in the Offer to Purchase, including all
schedules thereto, is hereby incorporated herein by reference in response to all
items of this Schedule TO, including, without limitation, all of the information
required by Schedule 13E-3 that is not included in or covered by the items in
the Schedule TO.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 12. EXHIBITS
(a)(1)(i) Solicitation/Recommendation Statement on Schedule 14D-9, dated June 13,
2003, filed by Atalanta/Sosnoff Capital Corporation
(a)(1)(ii) Offer to Purchase, dated June 13, 2003
(a)(1)(iii) Letter of Transmittal
(a)(1)(iv) Notice of Guaranteed Delivery
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
(a)(1)(vi) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(vii) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(1)(viii) Text of joint press release, dated June 10, 2003, issued by Atalanta/Sosnoff
Capital Corporation and Martin T. Sosnoff
(a)(1)(ix) Text of joint press release, dated June 13, 2003, issued by Atalanta/Sosnoff
Capital Corporation and Martin T. Sosnoff
(a)(5)(i) Complaint of Paul Berger, individually and on behalf of all others similarly
situated, against Atalanta/Sosnoff Capital Corporation, Martin T. Sosnoff,
Jay S. Goldsmith, Ronald H. Menaker, Craig B. Steinberg and Thurston
Twigg-Smith filed in the Court of Chancery of the State of Delaware
(a)(5)(ii) Complaint of Breakwater Partners, LP, individually and on behalf of all
others similarly situated, against Atalanta/Sosnoff Capital Corporation,
Martin T. Sosnoff, Jay S. Goldsmith, Ronald H. Menaker, Craig B.
Steinberg and Thurston Twigg-Smith filed in the Court of Chancery of the
State of Delaware
(a)(5)(iii) Complaint of David Schneider, individually and on behalf of all others
similarly situated, against Atalanta/Sosnoff Capital Corporation, Martin T.
Sosnoff, Jay S. Goldsmith, Ronald H. Menaker, Craig B. Steinberg and
Thurston Twigg-Smith filed in the Court of Chancery of the State of
Delaware
(a)(5)(iv) Agreement in Principle, dated June 11, 2003, between Atalanta/Sosnoff
Capital Corporation and Certain Attorneys for the Plaintiffs
(b)(i) Pledge Agreement, dated June 9, 2003, between Martin T. Sosnoff and Bear
Stearns Securities Corp.
(b)(ii) Guarantee Agreement, dated June 11, 2003, between Martin T. Sosnoff and
Bear Stearns Securities Corp.
(c) Materials presented by The Blackstone Group, L.P. to the Special
Committee of Independent Directors of Atalanta/Sosnoff Capital
Corporation on June 9, 2003
(d)(1) Agreement and Plan of Merger, dated as of June 10, 2003, by and among
Atalanta Acquisition Company, Martin T. Sosnoff and the Company
(d)(2) Stockholder Tender Agreement, dated as of June 10, 2003, by
and among Atalanta Acquisition Company, Martin T. Sosnoff and Craig B.
Steinberg
(d)(3) Stockholder Tender Agreement, dated as of June 10, 2003, by
and among Atalanta Acquisition Company, Martin T. Sosnoff and William
M. Knobler
(e)(1) 1987 Stock Option Plan of Atalanta/Sosnoff Capital Corporation
(incorporated herein by reference to the Registration Statement No. 33-
13063 on Form S-8 filed on March 31, 1987 by Atalanta/Sosnoff Capital
Corporation)
(e)(2) 1996 Long-Term Incentive of Atalanta/Sosnoff Capital Corporation
(incorporated herein by reference to Atalanta/Sosnoff Capital Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997)
(e)(3) Restricted Stock Award Agreements, dated as of September 17, 1997,
between Atalanta/Sosnoff Capital Corporation and each of Craig B.
Steinberg and Anthony G. Miller (incorporated herein by reference to
Atalanta/Sosnoff Capital Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997)
(e)(4) Agreement, dated October 29, 1998, between William M. Knobler and
Atalanta/Sosnoff Capital Corporation (incorporated herein by reference to
Atalanta/Sosnoff Capital Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998)
(f) Section 262 of the Delaware General Corporation Law (included as Annex
A of the Offer to Purchase filed herewith as Exhibit (a)(1)(ii))
(g) None
(h) None
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ATALANTA ACQUISITION COMPANY
/s/ Martin T. Sosnoff
-----------------------------
Name: Martin T. Sosnoff
Title: President
/s/ Martin T. Sosnoff
-----------------------------
Martin T. Sosnoff
Date: June 13, 2003
EXHIBIT INDEX
(a)(1)(i) Solicitation/Recommendation Statement on Schedule 14D-9, dated June
13, 2003, filed by Atalanta/Sosnoff Capital Corporation
(a)(1)(ii) Offer to Purchase, dated June 13, 2003
(a)(1)(iii) Letter of Transmittal
(a)(1)(iv) Notice of Guaranteed Delivery
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
(a)(1)(vi) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(vii) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(1)(viii) Text of joint press release, dated June 10, 2003, issued by Atalanta/Sosnoff
Capital Corporation and Martin T. Sosnoff
(a)(1)(ix) Text of joint press release, dated June 13, 2003, issued by Atalanta/Sosnoff
Capital Corporation and Martin T. Sosnoff
(a)(5)(i) Complaint of Paul Berger, individually and on behalf of all others similarly
situated, against Atalanta/Sosnoff Capital Corporation, Martin T. Sosnoff,
Jay S. Goldsmith, Ronald H. Menaker, Craig B. Steinberg and Thurston
Twigg-Smith filed in the Court of Chancery of the State of Delaware
(a)(5)(ii) Complaint of Breakwater Partners, LP, individually and on behalf of all
others similarly situated, against Atalanta/Sosnoff Capital Corporation,
Martin T. Sosnoff, Jay S. Goldsmith, Ronald H. Menaker, Craig B.
Steinberg and Thurston Twigg-Smith filed in the Court of Chancery of the
State of Delaware
(a)(5)(iii) Complaint of David Schneider, individually and on behalf of all others
similarly situated, against Atalanta/Sosnoff Capital Corporation, Martin T.
Sosnoff, Jay S. Goldsmith, Ronald H. Menaker, Craig B. Steinberg and
Thurston Twigg-Smith filed in the Court of Chancery of the State of
Delaware
(a)(5)(iv) Agreement in Principle, dated June 11, 2003, between Atalanta/Sosnoff
Capital Corporation and Certain Attorneys for the Plaintiffs
(b)(i) Pledge Agreement, dated June 9, 2003, between Martin T. Sosnoff and Bear
Stearns Securities Corp.
(b)(ii) Guarantee Agreement, dated June 11, 2003, between Martin T. Sosnoff and
Bear Stearns Securities Corp.
(c) Materials presented by The Blackstone Group, L.P. to the Special
Committee of Independent Directors of Atalanta/Sosnoff Capital
Corporation on June 9, 2003
(d)(1) Agreement and Plan of Merger, dated as of June 10, 2003, by and among
Atalanta Acquisition Company, Martin T. Sosnoff and the Company
(d)(2) Stockholder Tender Agreement, dated as of June 10, 2003, by
and among Atalanta Acquisition Company, Martin T. Sosnoff and Craig B.
Steinberg
(d)(3) Stockholder Tender Agreement, dated as of June 10, 2003, by
and among Atalanta Acquisition Company, Martin T. Sosnoff and William
M. Knobler
(e)(1) 1987 Stock Option Plan of Atalanta/Sosnoff Capital Corporation
(incorporated herein by reference to the Registration Statement No. 33-
13063 on Form S-8 filed on March 31, 1987 by Atalanta/Sosnoff Capital
Corporation)
(e)(2) 1996 Long-Term Incentive of Atalanta/Sosnoff Capital Corporation
(incorporated herein by reference to Atalanta/Sosnoff Capital Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997)
(e)(3) Restricted Stock Award Agreements, dated as of September 17, 1997,
between Atalanta/Sosnoff Capital Corporation and each of Craig B.
Steinberg and Anthony G. Miller (incorporated herein by reference to
Atalanta/Sosnoff Capital Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997)
(e)(4) Agreement, dated October 29, 1998, between William M. Knobler and
Atalanta/Sosnoff Capital Corporation (incorporated herein by reference to
Atalanta/Sosnoff Capital Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998)
(f) Section 262 of the Delaware General Corporation Law (included as Annex
A of the Offer to Purchase filed herewith as Exhibit (a)(1)(ii))
(g) None
(h) None